SEC Filing | SunPower Corporation

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Total Gaz Electricite Holdings France SAS

(Last)

(First)

(Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE

92400

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [ SPWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2022		J⁽¹⁾		43,977,729	D	$18	43,977,727	I	See Footnote⁽³⁾
Common Stock	08/17/2022		J⁽²⁾		43,977,727	D	$18⁽²⁾	0	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Total Gaz Electricite Holdings France SAS

(Last)

(First)

(Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE

92400

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TotalEnergies Solar Intl SAS

(Last)

(First)

(Middle)

2, PLACE JEAN MILLIER

LA DEFENSE 6

(Street)

COURBEVOIE

92400

(City)

(State)

(Zip)

Explanation of Responses:

1. In connection with an internal reorganization, TotalEnergies Solar Intl SAS transferred 43,977,729 shares of the Issuer's Common Stock to TotalEnergies Gestion USA SARL, a direct wholly owned subsidiary of TotalEnergies SE, in exchange for aggregate consideration of $791,599,122.

2. Following the transfer to TotalEnergies Gestion USA SARL, TotalEnergies Solar Intl SAS and TotalEnergies Gaz Electricite Holdings France SAS transferred their remaining shares of the Issuer's Common Stock to a newly formed limited liability company in exchange for a noncontrolling, minority interest in such company.

3. TotalEnergies Solar Intl SAS is a direct wholly owned subsidiary of TotalEnergies Gaz Electricite Holdings France SAS, which is an indirect wholly owned subsidiary of TotalEnergies SE. Following the transactions reported herein, neither TotalEnergies Solar Intl SAS nor TotalEnergies Gaz Electricite Holdings France SAS beneficially own any shares of the Issuer's common stock. TotalEnergies SE may continue to be deemed to indirectly beneficially own the same number of shares of the Issuer's common stock as it did immediately prior to the transactions reported herein.

	TOTALENERGIES GAZ & ELECTRICITE HOLDINGS FRANCE SAS By: /s/ Noemie Malige Name: Noemie Malige Title: Managing Director	08/17/2022
	TOTALENERGIES SOLAR INTL SAS By: /s/ Vincent Stoquat Name: Vincent Stoquat Title: President	08/17/2022
	** Signature of Reporting Person	Date
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